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U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
MASTERWORKS FUNDS INC.
111 CENTER STREET
LITTLE ROCK, AR 72201
2. Name of each series or class of funds for which this notice is filed:
ASSET ALLOCATION FUND
BOND INDEX FUND
GROWTH STOCK FUND
LIFEPATH 2000 FUND
LIFEPATH 2010 FUND
LIFEPATH 2020 FUND
LIFEPATH 2030 FUND
LIFEPATH 2040 FUND
MONEY MARKET FUND
S&P 500 STOCK FUND
SHORT-INTERMEDIATE TERM FUND
U.S. TREASURY ALLOCATION FUND
3. Investment Company Act File Number: 811-7332
Securities Act File Number: 33-54126
4. Last day of fiscal year for which this notice is filed:
FEBRUARY 28, 1997
5. Check box if this notice is being filed more than 180 days after the
close of issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable:
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
NONE
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
NONE
9. Number and aggregate sale price of securities sold during the fiscal year:
NUMBER OF SHARES SOLD: 288,709,685
SALE PRICE OF SECURITIES SOLD: $1,507,639,754
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
NUMBER OF SHARES SOLD: 288,709,685
SALE PRICE OF SECURITIES SOLD: $1,507,639,754
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
NUMBER OF SHARES REINVESTED: 15,197,957
SALE PRICE OF SECURITIES ISSUED: $97,631,769
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10) $ 1,507,639,754
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(ii) Aggregate price of shares issued in connection
with dividends reinvestment plans (from item 11, if
applicable): + 97,631,769
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(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable): - 937,206,012
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to
filing fees pursuant to rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 (line
(i), plus line (ii), less line (iii), plus line (iv)
(if applicable): 668,065,511
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or x 1/33 of 1%
regulation (see Instruction C.6): -----------------
(vii)Fee due line (i) or line (v) multiplied by line (vi): $ 202,444.09
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13 Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CRF 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
April 25, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
By (Signature and Title)* /s/ ANN M. BONSTEEL
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Ann M. Bonsteel, Asst. Secretary
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Date 4/28/97
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*Please print the name and title of the signing officer below the signature.
